UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) November 14, 2006
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Advaxis,
Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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00028489
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84-1521955
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation)
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Technology
Center of New Jersey,
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08902
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675
Rt. 1, St. 113
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North
Brunswick, New Jersey
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (732)
545-1590
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(Former
name or former address, if changed since last report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d -2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e -4(c))
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Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
Effective
December 15, 2006 (”Effective Date”), Mr. Roni Appel resigned as the President,
Chief Executive Officer and Secretary of the Company but will remain a member
of
the Registrant’s Board of Directors. Such resignation was not the result of any
disagreement between the Registrant and Mr. Appel. Mr. Appel shall continue
to
provide consulting services to the Company pursuant to a Third Amendment
to the
Consulting Agreement between the Company and LVEP Management, LLC (“LVEP”).
Effective
December 15, 2006, the Board of Directors of the Registrant nominated and
elected Mr. Thomas A. Moore as Chief Executive Officer and Chairman of the
Board
to fill the vacancy created by Mr. Appel’s resignation. The terms of Mr. Moore’s
employment, which will be embodied in a definitive employment contract to
be
filed with the Comission when completed, shall provide:
· an
annual
salary of $250,000 to increase to an annual salary of $350,000 upon the
successful raise of $4,000,000.
· a
grant
of 1,500,000 shares of common stock of the Company of which 750,000 common
shares shall be granted upon the successful raise of $4,000,000 and 750,000
shares shall be granted upon the successful raise of an additional $6,000,000.
Mr. Moore will contribute up to $500,000 personally to the raise, of which
up to
$300,000 shall be funded in 2006 and up to $200,000 shall be funded by March
2007.
· a
grant
of 2,400,000 options for share of common stock of the Company priced at the
closing bid price on the date of Mr. Moore’s hire, to be vested at the rate
of 100,000 shares per month over the next two years, and an additional
grant of 1,500,000 shares of common stock of the Company if the closing bid
price of the common stock (adjusted for any splits) is $.40 per share or
higher
for 40 consecutive business days.
· If
Mr.
Moore does not raise at least $4,000,000 for the Company by June, 2007 he
will
tender his resignation and return all options or shares of common stock granted
hereunder and receive no severance or other terminating
compensation.
· In
the
event of merger of the Company which is a change of control or a sale of
the
company while Moore is employed, all options will be awarded and vested.
· In
the
event of termination of Mr. Moore’s employment by the Company following a $4
million raise, Moore will also receive a severance payment equal to one year
of
salary at his then compensation level.
2
· While
employed by the Company, Moore may nominate one additional Board Member of
his
choice, subject to Board agreement, and to the bylaws of the
Company.
Mr.
Moore
currently also serves as a Board member for Alteon, Inc., a publicly traded
developer of pharmaceuticals for the treatment of diabetes and age-related
diseases, El Dorado Inc., a targeted marketer to unassimilated Hispanics,
Medmeme, which measures medical education effectiveness, and Opt-e-scrip,
Inc.,
which markets a clinical system to compare multiple drugs in the same patient.
He also serves as Chairman at Mayan Pigments, Inc., which has developed and
patented Mayan pigment technology. Previously, from June 2002 to June 2004
Mr.
Moore was President and Chief Executive Officer of Biopure Corporation, a
developer of oxygen therapeutics that are intravenously administered to deliver
oxygen to the body’s tissues. From 1996 to November 2000 he was President and
Chief Executive Officer of Nelson Communications. Previously, Mr. Moore had
a
23-year career with the Procter & Gamble Company in multiple managerial
positions, including president of Health Care Products where he was responsible
for prescription and over-the-counter medications worldwide, and group vice
president of the Procter & Gamble Company.
Mr.
Moore
is a defendant in a civil enforcement action captioned Securities
& Exchange Commission v. Biopure Corp. et al.,
No.
05-11853-PBS (D. Mass.), filed on September 14, 2005, which alleges that
Mr.
Moore made and approved misleading public statements about the status of
FDA
regulatory proceedings concerning a product manufactured by his former employer,
Biopure Corp. Mr. Moore has vigorously defended the action. On December 11,
2006, the SEC and Mr. Moore jointly sought a continuance of all proceedings
based upon a tentative agreement in principle to settle the SEC action. Mr.
Moore is also a defendant in a purported class action lawsuit, styled
In
reBiopure Corp. Securities Litigation, No.
1:03-cv-12628 (D. Mass), which is based upon similar allegations.
Effective
September 7, 2006 the Board of Directors elected Fredrick Cobb, Vice President
Finance, Principal Financial Officer and Assistant Secretary of the
Company.
Item
9.01. Financial
Statements and Exhibits
| a) | Not applicable. |
| b) | Not applicable. |
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Exhibits
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| 1. |
Third
Amendment to the Consulting Agreement between the Company and LVEP
Management, LLC.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: December 15, 2006 | ||
| ADVAXIS, INC. | ||
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| By: | /s/ Roni Appel | |
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Name: Roni Appel |
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| Title: Chief Executive Officer | ||
4
THIRD
AMENDMENT TO CONSULTANCY AGREEMENT
THIS
THIRD AMENDMENT TO CONSULTANCY AGREEMENT is made as of this 15th day of
December, 2006, by and between Advaxis,
Inc, a Delaware corporation, having a principal place of business at 675 Route
1, N. Brunswick, NJ 08902 (“Company”),
and
LVEP
Management, LLC
with a
place of business at 16
Sunset
Rd., Demarest, NJ 07627
(“Consultant”).
WHEREAS,
Consultant and Company have entered into a Consultancy Agreement for the
performance by Consultant of certain consulting services on or about January
19
2005 (the “Agreement”);
and
WHEREAS,
the Agreement has been amended on March 29, 2005 and again on October 31, 2005;
and
WHEREAS,
Consultant and Company wish to amend certain terms of the Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants, terms, and conditions
hereinafter set forth, and intending to be legally bound, Company and Consultant
agree as follows:
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1.
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Effectiveness;
Term:
This third amendment shall become effective on the Effective Date.
The
“Effective Date” shall be defined as the date in which the Company
designates a new Chief Executive Officer. The Term of this third
amendment
shall be 24 months as of the Effective
Date.
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2.
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Resignation;
Board position:
Roni Appel (“Appel”) shall resign as President, Chief Executive Officer
and Secretary of the Company and such resignation shall become effective
on the Effective Date. Appel shall continue to serve as a board member
of
the Company until he voluntarily resigns or until he is removed pursuant
to the bylaws of the Company.
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3.
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Time
commitment; Compensation:
for a period of 12 (twelve) months following the Effective Date
(“First
Year”)
Consultant shall be paid $22,500 per month ($250,000 annually), paid
monthly on the 1st
date of each month. During such time Consultant shall devote 50%
of its
time to the Company.
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4.
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Severance
payments:
for
an additional period of 12 (twelve) months following the First Year
(“Severance
Period”)
Consultant shall receive severance payments of $10,416.67 per month
($125,000 annually) paid monthly on the 1st
date of each month.
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5.
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Options;
Common Shares
(i) Consultant’s (or Appel’s) existing and previously granted options
shall accelerate and become fully vested and exercisable for an exercise
period of 10 (ten) years as of the Effective Date, regardless of
whether a
consulting or board relationship exists with Consultant or Appel.
The
Options may be designated to Appel or his designee. (ii) In
addition,
on
the Effective Date Company shall issue to Consultant
or its designee 1,000,000 (one million) common shares.
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6.
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Year
2006 bonus:
Consultant
shall receive a cash bonus of $250,000 for year 2006 on of which
$100,000
shall be paid on January 1, 2007 and an additional $150,000 shall
be paid
on June 1, 2007.
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7.
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Benefits:
(i) Company shall reimburse Consultant during the First Year for
the same
level and type of benefits which it provides to its most senior
executives, including family healthcare coverage, paid vacation,
401K plan
and any other benefit per the company’s practice. (ii) Company shall
reimburse Consultant during the Severance Period for family healthcare
coverage per the company’s
practice.
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8.
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Expenses:
Company
shall reimburse all approved expenses incurred by Consultant in connection
with the Services provided herein.
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9.
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Successors.
All of the terms and provisions of this Agreement shall be binding
upon
and inure to the benefit of and be enforceable by the respective
heirs,
executors, administrators, legal representatives, successors and
assigns
of the parties hereto, except that the duties and responsibilities
of
Consultant hereunder are of a personal nature and shall not be assignable
or delegable in whole or in part by Consultant to any third party
other
than Appel, without the prior written consent of
Company.
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10.
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Amendments;
No Waiver.
No change, modification, extension, termination or waiver of this
amendment, or any of the provisions herein contained, shall be valid
unless made in writing and signed by Consultant and a duly authorized
representative of Company. No term or provision of this Agreement
will be
considered waived and no breach consented to by either party unless
such
waiver or consent is in writing signed on behalf of the party against
whom
it is asserted. No consent to or waiver of a breach of this Agreement
by
either party, whether express or implied, will constitute a consent
to,
waiver of, or excuse for any other, different, or subsequent breach
of
this Agreement by such party.
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11.
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Severability.
Any provisions of this Agreement which are determined to be invalid
or
unenforceable in any jurisdiction shall be ineffective to the extent
of
such invalidity or unenforceability in such jurisdiction, without
rendering invalid or unenforceable the remaining provisions of this
Agreement or affecting the validity or enforceability of such provisions
in any other jurisdiction. If a court of competent jurisdiction declares
any provision of this Agreement to be invalid or unenforceable, the
parties hereto shall request that such court reduce the scope, duration,
or area of the provision, delete specific words or phrases from the
provision, or to replace the provision with a provision that is valid
and
enforceable and that comes closest to expressing the original intention
of
the parties hereto, and this Agreement shall be enforceable as so
modified
in the jurisdiction in which the provision was declared invalid or
unenforceable.
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12.
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Entire
Agreement.
This third amendment represents the entire agreement between the
parties
regarding the Services provided during the First Year and Company’s
obligations during the Term of this third amendment and shall supersede
all previous communications, representations, understandings, and
agreements, whether oral or written, by or between the parties with
respect thereto, whether theretofore or hereafter disclosed to Consultant.
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13.
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Counterparts.
This Agreement may be executed in two or more counterparts, each
of which
shall be deemed to be an original as against any party whose signature
appears thereon, but both of which together shall constitute but
one and
the same instrument.
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IN
WITNESS HEREOF, the parties have read and agree to be bound by the above terms
and conditions and have entered into this Agreement effective as of the date
set
forth above.
| Company | Consultant | |
| /s/ Richard Berman | /s/ Roni Appel | |
| Richard Berman, | By: Roni Appel | |
| Member of the compensation committee | Name: Manager | |
| /s/ Thomas McKearn | ||
| Thomas McKearn | ||
| Member of the compensation committee |